TIDMHPA1
RNS Number : 9654V
Hambro Perks Acquisition Com Ltd
17 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority (the "FCA") or otherwise and it is not an offer
of securities for sale, nor a solicitation of an offer to acquire,
or a recommendation to sell or buy, securities in any jurisdiction,
including in or into the United States, Australia, Canada, Japan or
South Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any securities referred to in this
announcement except solely on the basis of the information
contained in the prospectus published on 25 November 2021 (the
"Prospectus") (together with any supplementary prospectus, if
relevant), including the risk factors set out therein, by Hambro
Perks Acquisition Company Limited ("Hambro Perks Acquisition
Company" or the "Company") in connection with the placing of units
(the "Share cum Rights") of the Company each comprising one class A
ordinary share in the Company ("Public Share") and the right to
receive 1/2 of one public warrant in respect of Public Shares
("Public Warrant") (the "Placing") and the admission to listing of
the Public Shares and the Public Warrants to the standard listing
segment of the Official List of the FCA and to trading on the main
market for listed securities of the London Stock Exchange plc (the
"London Stock Exchange") (together "Admission"). A copy of the
Prospectus is available for inspection from the Company's
registered office at Sarnia House, Le Truchot, St Peter Port,
Guernsey GY1 1GR, and on the Company's website at www.hpac.uk ,
subject to certain access restrictions.
17 December 2021
Hambro Perks Acquisition Company
Confirmation of Public Warrants Ex Date
Hambro Perks Acquisition Company Limited (LSE: HPA1) confirms
the following dates in respect of the proposed issue and admission
of the Public Warrants:
Warrants Ex Date
............................................................................................
.. 5 January 2022
-----------------------
Warrants Record Date 6.00 p.m. on 6 January
..................................................................................... 2022
-----------------------
Warrants Admission Date 8.00 a.m. on 7 January
............................................................................... 2022
-----------------------
Prior to the Warrants Ex Date, each Public Share is cum rights
in respect of one-half (1/2) of a Public Warrant. Following the
Warrants Ex Date, the Public Shares no longer give any right to
(part of) a Public Warrant, and following the Admission in respect
of the Public Warrants on the Warrants Admission Date, the Public
Shares and Public Warrants will trade separately.
Public Shareholders will be entitled to automatically receive at
8.00 a.m. on the Warrants Admission Date one-half of a Public
Warrant for each Public Share held at 6.00 p.m. on the Warrants
Record Date. Only Public Shareholders as at 6.00 p.m. on the
Warrants Record Date will be entitled to automatically receive the
Public Warrants and, accordingly, any person who disposes of their
Public Shares prior to the Warrants Record Date or acquires their
Public Shares after the Warrants Record Date will have no automatic
right to receive any Public Warrants.
Unless the parties agree otherwise, a buyer of Public Shares
assumes the benefit of the (part of) a Public Warrant when trading
ahead of the Warrants Ex Date and the selling party would need to
pass the benefit on to the buyer if the seller is still the
recorded owner at the Warrants Record Date. Likewise, a seller of
Public Shares retains the benefit of the (part of) a Public Warrant
if execution takes place on the Warrants Ex Date or later.
On the Warrants Admission Date, the total share capital in the
Company admitted to trading is expected to be 15,014,185 Public
Shares and up to 7,507,092 Public Warrants.
For further information please contact:
For media enquiries
FTI Consulting - Financial PR Adviser
Charles Palmer - +447976743360
Louisa Feltes - +447843385075
Adam Davidson - +447793845080
HPAC@fticonsulting.com
For investor enquiries
Citigroup - Sole Global Coordinator & Bookrunner
Andrew Truscott
Giacomo Ciampolini
Sumit Guha
Chuba Ezenwa
+44 20 7986 4000
About Hambro Perks and Hambro Perks Acquisition Company
Limited
Hambro Perks is a London-headquartered international investment
firm focused on private investing. It partners with founders and
entrepreneurs to support growth businesses at all stages of the
investment cycle.
Hambro Perks has specialised and dedicated investment teams,
working across a number of funds. In addition to their flagship
Venture, EIS and co-investment funds, Hambro Perks offers a number
of specialist differentiated investment strategies, including
Hambro Perks Environmental Technology, Special Situations, and
Access, which invests in venture secondaries. It has partnered with
some of the most pioneering and ambitious companies in the UK and
Europe, including Gelesis, Muzmatch, What3Words, PrimaryBid,
Moneybox, and Vedanta Bioscience.
Hambro Perks Acquisition Company Limited ("HPAC") believes there
is a compelling opportunity to generate shareholder value by
investing in proven 'tech winners' emerging from the UK and Europe.
It will leverage its full platform - including its international
sourcing network, proprietary pipeline, investment team, executive
team, board of directors and special advisors - to identify, select
and enter into a business combination with a high-performing,
later-stage technology-enabled business within an initial period of
15 months from the settlement date, subject to two three-month
extension periods, if required and approved by a shareholder
vote.
Potential targets will have the opportunity to benefit from
access to Hambro Perks' strategic, operational and back-office
expertise, and global networks of advisors and investment
professionals.
HPAC intends to focus on the technology-enabled sector and
businesses with principal operations in the United Kingdom, a
member state of the EEA or Switzerland, seeking to leverage its
experience and sourcing capabilities as well as the advice and
expertise of its Board to create value for its shareholders.
The companies being considered for a business combination by
HPAC will have an attractive market in the UK and Europe,
differentiation amongst competitors, impressive innovation
capabilities, scalable revenues, a strong management team,
attractive valuations, a fit for public markets and strong ESG
credentials.
Important Notices
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
this announcement constitute or form part of any invitation or
inducement to engage in investment activity. No reliance may be
placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness. The
contents of this announcement are not to be construed as legal,
financial or tax advice.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to
any person in any jurisdiction including the United States,
Australia, Canada, Japan, South Africa or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or with any securities regulatory authority
of any State or other jurisdiction in the United States, and may
not be offered, sold, transferred or delivered, directly or
indirectly, in or into the United States absent registration under
the Securities Act or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction in the United States. There will be no public
offer of the securities in the United States. Subject to certain
exceptions, the securities referred to herein may not be offered or
sold in Canada, Australia, Japan, South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The offer and sale of the securities referred to herein
has not been and will not be registered under the Securities Act,
under the securities legislation of any state or territory or
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or South Africa.
These securities are being offered and sold outside the United
States in offshore transactions in reliance on, Regulation S under
the U.S. Securities Act ("Regulation S") and within the United
States to persons reasonably believed to be qualified institutional
buyers ("QIBs") as defined in Rule 144A under the U.S. Securities
Act ("Rule 144A") pursuant to Rule 144A or another exemption from
registration under the U.S. Securities Act. Prospective purchasers
in the United States are hereby notified that the sellers of the
Shares cum Rights , Public Shares and Public Warrants may be
relying on the exemption from the registration provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A.
This announcement does not constitute or form part of, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever. This
announcement is an advertisement and not a prospectus. Investors
should not subscribe for or purchase any securities referred to in
this announcement except on the basis of information in the
Prospectus issued on 25 November 2021 by the Company in connection
with the admission of the Public Shares and the Public Warrants to
the Official List of the FCA and to trading on the London Stock
Exchange plc's main market for listed securities. Copies of the
Prospectus are available from the Company's registered office and
its website www.hpac.uk , subject to access restrictions. The
information in this announcement is subject to change. No reliance
may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. In the event of any
discrepancy between this announcement and the Prospectus, the
Prospectus will prevail. The information contained in this
announcement is for background purposes only. It is not the purpose
of this announcement to provide, and you may not rely on this
announcement as providing, a complete and comprehensive analysis of
the Company's financial or commercial position or prospects, and
the distribution of this announcement shall not be deemed to be any
form of commitment on the part of the Company to proceed with any
transaction or arrangement referred to herein.
This announcement is addressed to and directed at only persons
who: (A) if in Member States of the European Economic Area ("Member
States"), are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended)
("Qualified Investors"); and (B) if in the United Kingdom, are
"qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) as it forms part of retained
EU law by virtue of the European Union (Withdrawal) Act 2018
("EUWA") who are also: (i) persons who have professional experience
in matters relating to investments falling within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) high net worth bodies corporate,
unincorporated associations and partnerships or the trustees of
high value trusts falling within Article 49(2)(a) to (d) of the
Order; or (iii) are other persons to whom it may otherwise lawfully
be communicated (all such persons referred to in (B) being
"Relevant Persons"). This announcement must not be acted or relied
on: (i) in the United Kingdom, by persons who are not Relevant
Persons; and (ii) in any Member State by persons who are not
Qualified Investors. Any investment activity to which this
announcement relates: (i) in the United Kingdom is available only
to, and may be engaged only with, Relevant Persons; and (ii) in any
Member State is available only to, and may be engaged only with,
Qualified Investors.
The distribution of this announcement in certain jurisdictions
may be restricted by law and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Citigroup Global Markets Limited ("Citigroup") has been
appointed as Sole Global Coordinator and Bookrunner in connection
with the Placing. Citigroup is authorised in the United Kingdom by
the Prudential Regulation Authority ("PRA") and regulated by the
PRA and the FCA. Citigroup is acting exclusively for HPAC and no
one else in connection with the Placing and Admission and will not
be responsible or liable to anyone other than HPAC for providing
the protections afforded to its clients or for providing advice in
relation to the Placing and Admission and / or any transaction,
arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Citigroup by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder,
Citigroup, its affiliates and any person acting on its behalf
accepts no responsibility whatsoever for the contents of this
announcement, including its accuracy, completeness or verification.
Citigroup and its affiliates accordingly disclaim all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or its contents otherwise arising in connection
herewith.
This announcement may contains forward-looking statements. The
forward-looking statements include, but are not limited to,
statements regarding the Company's or its directors' ("Directors")
expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statement that refers to projections,
forecasts or other characterisations of future events or
circumstances, including any underlying assumptions, is a
forward-looking statement. The words "anticipate", "believe",
"continue", "could", "estimate", "expect", "intend", "may",
"might", "plan", "possible", "potential", "predict", "project",
"seek", "should", "forecasts", "endeavours", "targets", "would" and
similar expressions, or in each case their negatives, may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking.
Forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the
current expectations and assumptions regarding the business
combination, the business, the economy and other future conditions
of the Company. Because forward-looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward-looking statements are not guarantees
of future performance and the Company's actual financial condition,
actual results of operations and cash flows, and the development of
the industry(ies) in which it operates or will operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the
Company's financial condition, results of operations and cash
flows, and the development of the industry(ies) in which it
operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or
developments may not be indicative of results or developments in
subsequent periods.
Any forward-looking statement made by the Company or Citigroup
in this announcement applies only as of the date of this
announcement and is expressly qualified in its entirety by these
cautionary statements. Factors or events that could cause the
Company's actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them.
Except as required by laws and regulations, the Company, the
Directors and Citigroup expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any change in its expectations or any change in events,
conditions or circumstances on which any forward-looking statement
contained in this announcement is based.
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END
MSCFQLLFFLLBFBL
(END) Dow Jones Newswires
December 17, 2021 02:00 ET (07:00 GMT)
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